Business Context and Reporting Period
This Form 8-K Current Report was filed by Red Robin Gourmet Burgers, Inc. on August 6, 2019, covering events occurring between August 2 and August 6, 2019. The filing primarily addresses significant changes to the composition of the Company's Board of Directors, including the appointment of new members and the retirement of existing members.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
Board Expansion and New Appointments
- The Board size was increased to ten members.
- Thomas G. Conforti was appointed effective August 2, 2019. He previously served as CFO for Wyndham Worldwide and IHOP/Dinequity.
- G.J. Hart was appointed effective August 4, 2019. He is the current CEO of Torchy's Tacos and former CEO of California Pizza Kitchen and Texas Roadhouse.
- David A. Pace was appointed effective August 2, 2019. He is the former CEO of Jamba Juice and held executive roles at Carrabba's, Bloomin' Brands, and Starbucks.
- Committee assignments for the new directors will be determined at a later date.
Director Retirements
- Pattye L. Moore, Board Chair and interim President and CEO, will retire from the Board following the upcoming CEO transition. She has served since 2007.
- Stuart Oran will not stand for re-election at the 2020 Annual Meeting of Shareholders. He has served since 2010.
- Management stated these departures are part of a board refresh and are not due to any disagreement with the Company.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or specific risk factors. It notes that the new directors will receive compensation in accordance with the Company's standard non-employee director policies. There are no reportable transactions between the Company and the new directors under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the specific committee assignments for the three new directors once announced.
- Monitor the timeline for the upcoming CEO transition, which triggers Pattye L. Moore's retirement.
- Review the Company's Definitive Proxy Statement (Schedule 14A) filed on April 10, 2019, for details on director compensation policies.
- Confirm the status of the CEO search and appointment process referenced in the context of Ms. Moore's retirement.